o l'!9 - front page | u.s. department of the treasury · 2020. 1. 19. · continuation sheet...

OFSDEPARTMENT or THE TREASURY1500 PENNSYLVANIA AVE.,N.W.WASHINGTON DC 20220

. REQUISITIONIPURCHASE REOUESTIPROJECT NO.

AWARD/CONTRACT2. CONTRACT (Prot;. In«. /t1eIIt.) NO.

TOrS-09-0-00055. ISSUED BY CODE

orsDEPARMENT OF THE TREASURY1500 PENNSYLVANIA AVE.,N.W.WASHINGTON DC 20220

1. 111IS CONlRACT IS A RATED ORDERUNDER OPAS lI6 CFR 360) ,

ors CODE

PAGE OF PAGeS1 17

ors

7. NAME AHD ADDRESS OF CONTRACTOR (No.. S/I8et, CiI'y. ColNllIY. Sl8lr/1fldZIP Code)

MCKEE NELSON LLP1919 M STREET NW STE 800WASHINGTON DC 20036-0000

8. DELIVERY ,

o ,FOB ORIGIN l'!9 OTHER ($ell below)

i. OlSCOUNT FOR PROMPT PAYMENT

10. SU8MITII'IVOICES ITEM(4l'OP1M_-"~ ~

=;;;;~-:-:-:-:~-:-::-- """r=7':=::=o-:=-=- -1TQ THE AOORESSSHov.tllN ,..

CODE 112432815 FACILITY COOE

11. SHIP TOIUARK FOR CODE 12. PAYMENT WILL BE MADE BY CODE ors

•orsDEPARTMENT OF, THE TREASURY1500 PENNSYLVANIA AVE., N.W.WASHINGTON DC,20220

13. AUTHORITY FOR USING OllieR lliAN FUUANO OPEN COMPETITION:

0 10 U.S.C. 2304 (e) ( t e!J41 U.S.C. 263 (0) ( 214. ACCOUNTING AND APPROPRIATION'OATA

See Schedule

15A.1TEf.I NO • 158. SUPPUESlSERvlCES 150. ,160. 15E. UNIT PRICEQUANT1TY UNIT

16F. AMOUNT

onti.nued'15G. TOTAl AMOUNT OF C9NJRACT .. $0.00.

ia. TA8I.E Of CONTEHIS(Xl SeC. DESCRIPTION PAGElS) (Xl SEC. DESCRIPTION PJ\G!1:(S)

PART I- THE SCHEDULE PART II· CONTRACT C\AUSES

X A sollcrrATIONICONlRACT FORM 1 I CONTRACT ClAUSES 4X B SUPPliES OR SERVlCES AND PRICESICOSTS 2 PART'liI·LIST OF DOCUMENTS. EXHIBITS AND OlliER ATTACH.

x C OESCRIPTIONISPECS./WORK STATEMeNT 2 J LIST OFATTI\CHMENTS 1x 0 PACKAGING AND MARKING 1 PART IV. RePRESENTATIONS AND INSTRucnONS

x E IN5PECTIONANDACcEPTANCE 1 K REPRESENTI\TIONS. CERTlFlCAOONSANDX F DElIVER1ES OR PERFORMANCE 1 OTHER STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 1 INSTRS.. CONDS.• AND NOTICES TO OFFERORS

X H SPECIAl CONTRACT REQUIREMENTS 3 M EVAlUATiON FACTORS FOR AWAAO

. DATE SIGNED

03/30/2009

............ GSAFAA (41 CI'Rl ",!.210(0)

LAURENTPICHET1DC. DATE SIGNED

3(:50(BY

liA. NAME AND SIGNER ypt>or print)

17. C TOR'SNEGOTlATEOAGREEMENT(~ial8qUilecllo Ih/$ 18.!ilAWARD(eonu.aoriJtIOIrequiledloalgnltlis,*"""""".) Y_oIlWon_Ifld_ ""'*'" 10 /$$I.fng oIIIt:e.) Coi1Ireetor IIgIeM tv a-aon Number

fuf'nkIllllld dellv1lr 11111_ or perfann .. the _ Nt fortl or OlherMseldontned Ind,dng the adcIitiol1. or chong.. madll blI you wtlich .lideIItIonIor~.. -1or1h._1lIldon wry'Wnuooation shlllllor lhe _,'-on SIatod hel1lin. Tho rights and In full above, • _y~ a,' to 1M ltMnol.-o above and on any canclItiClllobIgatlono 01 the~ 10 IhIo conIIaclohal~ I\lbjecI to and--' blIlhefo~ fheIII.' ThI. awonl__ 1he conIIacl~ consilii 01 the following

~ (al._ -contract, (b) the IOIId11U01l, Nwry, and (c)1Uch pnMtIono, dc>curnenls: (a) the Govemmionr. oor~ation and yourollW. and (b)1hIo_~."-,and~...._or~by Nolur1lllrconQclual~i._IY.

--CNl-. ..._".,.".

CONTINUATION SHEET

NAME OF OFFEROR OR CONTRACTOR

MCKEE NELSON LLP

REFERENCE NO. OF DOCUMENT BEING CONTINUED

TOFS-09-D-0005 17

ITEM NO. SUPPLIEs/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT.

(Al (B) (C) (D) (El (Fl

FOB: DestinationPeriod of Performance: 03/30!2009to 09/29/2009

0001 Legal Services

The total amount of award: $0.00. The obligationfor this award is shown in box 15G.

NSN 7~(l.01 152-l1067 OPTIONAL FORM 336 (..ee)

SpoIlS"" by GSAFAR (41 CFR) 53.110

SECTION B..SUPPLIES OR SERVICES PRICES

B.l The minimum dollar value of this contract is $50,000.00 and the contract ceilingvalue is $2,000,000. .

B.2 Task orders awarded pursuant to this contract will be either Fixed Price, Labor Hour,or Time-and-Material as specified in the order.

Labor Cafe 0

PartnerAssociateLe al Assistant

Other Direct Costs

Other Direct Costs (Time and Materials Task Orders only). The contractor will be reimbursed only for thetypes of disbursements, expenses and charges designated as reimbursable in the table below. Moreover,any reimbursement will be limited to actual costs incurred by the contractor that are necessary to effect thelegal actions under this contract and that are not accounted for as overhead costs in the contractor's fixedlabor rates. All invoices shall be fully documented by including receipts evidencing payment by thecontractor and shall identifY the action with which the expenditure is connected.

Treasury will reimburse:

Court costsFiling feesRecording feesCertified, Express, and related mail costs customary to the nature of the action, required for expeditedprocessing, or as required by lawNon-local travel in accordance with the Federal Travel Regulations (reference clause B.3)Local business transportation (e.g., taxi fares)Long distance telephone charges and conference calls (for voice, fax or data)Photocopy, binding, and printing servicesOutside messenger services

Treasury will not pay for markups or surcharges added by the law firm to the itemslisted above.

Treasury will not reimburse:

Word processingOvertime chargesSecretarial/clerical chargesFax communications (except long distance telephone charges)Local travel, including car service (e.g. to and from residence)Local telephone chargesLocal mealsEntertainment expensesBooks, subscriptionsMembership fees

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Office suppliesStorage chargesLease or purchase of equipment or office space

B.3 Travela) Travel expenses shall only be applicable to orders performed on a Labor Hours orTime-and-Material basis. All task orders issued on a Firm Fixed Price basis shall includeany necessary travel in the fixed price.b) For Labor Hour and Time-and-Material task orders, all non - local travel will bereimbursed in accordance with the provisions ofthe Federal Travel Regulations. TheFederal Travel Regulations and current per diem rates can be accessed at:www.gsa.gov/ftr. Non-local travel shall be approved prior to travel by the CaTR inwriting against an executed task order.c) As a rule, local travel will not be reimbursed under this contract. Examples of localtravel which will not be subject to reimbursement are: travel to and from normal job site;supervisory personnel traveling to a Government site or alternative facility to overseeoperations. Personnel temporarily working at a Government site or alternative facilitywill consider such facilityhislher normal job site.

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SECTION C-DESCRIPTION/SPECIFICATIONS

C.I SCOPE OF WORK

The Department of the Treasury (Treasury) requires expert legal services in theformulation of financial structures, development of legal documentation, and advice forprograms instituted pursuant to the Emergency Economic Stabilization Act of 2008(EESA). Services include support for direct purchases, loans, equity investments, otherdirect investments, and credit enhancement relating to Small Business Administration(SBA) loans and securities backed by SBA loans.

Specific work requirements will be defined in individual task orders. Because theContractor will assist Treasury in responding to urgent economic circumstances, taskorders are expected to involve extremely short deadlines.

Treasury anticipates that tasks in the following areas will be awarded under this contract:

Area I.SBA 7(a) Loan and Security Purchase Program Structuring. The Contractor maybe tasked to provide expertise and guidance in the formulation of one or more structuresand drafting of related legal documentation for direct or indirect purchase or financing ofpurchases of SBA 7(a) securities or loans. The Contractor also may be tasked tonegotiate the transactions, and conduct the closing of such transactions.

Area 2. SBA 504 Loan and Security Purchase Program Structuring. The Contractor maybe tasked to provide expertise and guidance in the formulation of one or more structuresand drafting of related legal documentation for direct or indirect purchase or financing ofpurchases of SBA 504 securities or loans. The Contractor also may be tasked tonegotiate the transactions, and conduct the closing of such transactions.

Area 3. Other Transactions. The Contractor may be tasked to provide expertise andguidance in the formulation ofdirect purchases, loans, equity investments, other directinvestments and other credit support relating to small businesses. The Contractor wouldprovide expertise .and guidance in developing the form, structure, terms and conditions ofsuch documentation. The Contractor also may be tasked to negotiate the transactions,and conduct the closing of such transactions.

Area 4. Disposition ofAssets. The Contractor may be tasked to advise Treasury inconnection with disposition of assets in connection with Treasury's loans, purchases andinvestments relating to the SBA and small businesses. The Contractor also may betasked to negotiate the transactions relating to the disposition of such assets, and conductthe closing of such transactions.

Other Tasks. Treasury may also issue other task orders within the general scope of thiscontract. The specific services to be performed by the Contractor will be defined inindividual task orders.

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The ordering period under this contract for legal services in connection with thesetransactions is six months from the date of contract award.

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SECTION D--PACKAGING AND MARKING[reserved]

SECTION E - INSPECTION AND ACCEPTANCE

E.! Inspection and Acceptance Criteria

a. Final inspection and acceptance ofall work, performance, reports and otherdeliverables under this contract shall be performed at the location specified in individualtask orders. Each order will also designate the individual responsible for inspection andacceptance.

b. The basis for acceptance shall be in compliance with the requirements set forthin the orders and other terms and conditions of the contract. Deliverable items rejectedunder resulting task shall be corrected in accordance with the applicable clauses.

E.2 The following clauses are incorporated by reference:

52.246-4 Inspection of Services - Fixed Price (Aug 1996)52.246-6 Inspection-Time-and-Material and Labor-Hour (May 2001)

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SECTION F-PERFORMANCE

F.l Term of Contract

The ordering period for this contract is 6 months.

F.2 Contract Deliverables:

Contract Level Deliverables:

1. Weekly Contract Status Report. The contractor shall report each week the status asof the end of the previous week:

a) Hours and dollars spent, including cumulative totals of each and a forecast of futurecosts through the next month and total cost at completion;

b) Current contractor personnel engaged;

c) Any contract issues; and

d) Weekly accomplishments.

2. Status of Mitigation Plan in accordance with H.5 as needed.

3. All other future deliverables will be in accordance with the scope ofwork andobjectives identified above and will be identified in any resulting task orders issuedagainst the IDIQ contract.

4. Subcontract Consent. In accordance with 52.244-2 Subcontracts (June 2007) withinSection I of this document, the contractor shall obtain consent for any proposedsubcontracts for any cost, time and materials, or labor hour subcontracts 9r any fixedprice subcontracts over the Simplified Acquisition Threshold or 5% of the contract value.

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SECTION G-CONTRACT ADMINISTRATION DATA

G.t Contractor's Proposal

The Contractor's proposal and Final Proposal Revision, are incorporated into thecontract.

G.2 Order Pricing

The Treasury will order work within the scope of this contract on either a Firm FixedPrice, Time-and-Material, or a Labor Hours basis, as specified in individual Task Orders.

G.3 Key Personnel

The Contractor shall list below the name(s) ofthe person(s) who will be assigned theresponsibility for success of the work product(s). The individual(s) named shall berecommended by the Contractor in its proposal and subject to discussions and agreementby the Government prior to award. These individual(s) shall be in responsible positionsso as to allocate and control personnel. The below listed individual(s) are designated as"Key Personnel":

Employee Name Position TitleJeffrey Johnson .Partner _John Arnholz Partner _Charlie Sweet Partner

-----~---

G.4 Contents of Task Orders

Government awarded Task Orders (TO) will include the following (as applicable):a) Contract and Task Order Number;b) Identify Responsible DO Organization for the TO and TO Point of Contact, emailaddress and phone number;c) Identify Government officials (e.g., cognizant CO and TO COTR) contact information;d) Total TO Price (and identify funding by increment or fully funded);e) Obligated funding amount(s) and applicable Accounting Codes(s);f) TO resources table (including labor categories, fully loaded labor rates, number oflabor hours, and total labor cost);g) Period of performance;h) Place of Performance;i) Performance Work Statement (PWS) or Statement ofWork (SOW) with deliverables;j) Applicable performance and performance metrics detail;k) Special RequirementslRelevant Information (e.g., waivers);I) Government - furnished Property, if any, to be furnished to the contractor;m) TO work schedule as applicable; andn) Key/essential TO personnel; and Payment Office information.

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SECTION H-SPECIAL CONTRACT REQUIREMENTS

H.t CONFIDENTIALITYThe Contractor recognizes that, in performing this contract, the Contractor may obtainaccess to non-public information that is confidential or proprietary in nature. Except aspermitted by the contract, the Contractor agrees that it, its employees, its subcontractors,and its subcontract employees will not disclose to any third party, or otherwise use, anyinformation it obtains or prepares in the course of performance of this agreement for anypurpose other than to perform work under the contract without first receiving writtenpermission from the Contracting Officer. The Contractor shall secure informationreceived from or prepared or gathered for the Treasury Department under this contract ina secure location with access limited to only those personnel with a "need to know."Notwithstanding any other language contained herein, the Contractor shall comply with31 CFR § 31.217.

H.2 KEY PERSONNELDuring the contract performance period, any substitution or replacement of key personnelmust be proposed by the Contractor and authorized by the Contracting Officer.

H.3 COOPERATION WITH OTHER ORGANIZATIONS

The Contractor agrees to cooperate with representatives of other contractors, FederalReserve Banks, Federal agencies, governmental entities, and other organizations whenthe Treasury determines it to be in the best interest of the Government.

H.4 LABOR RATES

Labor provided under this contract and its task orders shall use the labor rates andcategories provided in Contractor's proposal as set forth in the Labor Rate Table. Laborrates may be lower than, but may not exceed those set forth in the Labor Rate Table.

H.5 CONFLICTS OF INTEREST

(a) Treasury HAS NOT WAIVED any potential conflicts of interest as defined by Rules1.7-1.11 ofthe ABA's Model Rules of Professional Conduct, the Federal AcquisitionRegulation (FAR), or 31 CFR Part 31. Further, Contractor agrees that its future attorneyclient relationship with Treasury will be governed by the FAR, 31 CFR Part 31, and thiscontract. The Contractor agrees to negotiate in good faith concerning the inclusion ofany different or additional conflict of interest policies and procedures that may be issuedby Treasury pursuant to Section 108(b) of the Emergency Economic Stabilization Act of2008 (EESA).

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(b) Contractor shall include in its response to this request for proposal, and upon eachassignment of a new legal matter hereunder, a detailed written explanation ofall actualconflicts, potential conflicts, or matters that may present the appearance of a conflictunder the ABA's Model Rules, the FAR, or 31 CFR Part 31, and shall provide a detailedwritten plan explaining any and all steps the Contractor will undertake to avoid ormitigate such conflicts. The Contractor's disclosure submission shall include theinformation specified in 31 CFR § 31.211(b)(I) - (b)(6), including:

1. The Contractor's relationship to any related entities.2. The categories of troubled assets owned or controlled by the Contractor and its

related entities, if the arrangement relates to the acquisition, valuation, disposition, ormanagement of troubled assets.

3. Information concerning all other business or financial interests of theContractor, its proposedsubcontractors, or its related entities, which could conflict withthe Contractor's obligations under the arrangement with Treasury.

4. A description of all organizational conflicts of interest and potential conflictsof interest.

5. A written detailed plan to mitigate all organizational conflicts of interest, alongwith supporting documents.

Only after receiving this information will Treasury determine whether conflictsprevent the Contractor from representing Treasury in that specific legal matter.

(c) Failure to make full and timely disclosure of actual or potential conflicts of interest, ormatters that may present the appearance of a conflict, as well as failure to comply with 31CFR Part 31 or Treasury conflicts of interest policies and procedures are extremely seriousmatters. Such failures may subject the Contractor to corrective action including but notlimited to: (1) refusal to waive a conflict; (2) termination ofthis contract for default; (3)debarment ofthe contractor from federal contracting; (4) referral to the appropriate statelicensing authorities; and/or, in appropriate cases (5) civil or criminal actions.

(d) It is solely within the discretion ofthe Treasury Department to determine whether or nota conflict of interest exists and whether any mitigation plan submitted by the Contractoravoids or mitigates a conflict. Even the appearance ofa conflict may result in the denial of awaiver or other appropriate actions. In the event that matters are transferred to anothercontractor or entity pursuant to the corrective actions listed above, the Contractor isexpected to follow Treasury Department policies and procedures and to cooperate fully inthe orderly transfer ofsuch matters.

(e) In addition to complying with 31 CFR Part 31 and any other applicable restrictions,the Contractor will: (1) not represent any parties against the United States in any matterthat is the subject of a task order during the term ofthe contract and after the end ofthecontract; (2) not represent any other parties with respect to matters directly related to, ormatters that may have a direct effect on, a specific transaction that is the subject of a taskorder during the term of the contract; and (3) have all attorneys assigned to work underthis agreement receive conflicts training in consultation with the EESA ComplianceOffice. It is, however, understood that the Contractor may represent clients who seek toengage in a transaction with Treasury under other programs in support of the EESA.

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Further, the Contractor shall enter into and enforce agreements with all attorneysassigned to work under this contract prohibiting such attorneys from representing anyother party regarding a specific matter that is the subject of a task order under thiscontract during the term of the contract and for six months thereafter.

(f) Prior to beginning work on each assignment of a new matter involving a namedinstitution, or assigning a new attorney to that matter, the Contractor shall obtain andreview the submissions required by 31 CFR § 31.212 for personal conflicts of interest,and certify in writing to Treasury that all such individuals have no personal conflicts ofinterest, or are subject to a mitigation plan or waiver approved by Treasury. Contractoragrees not to permit any such individual to perform work under the Contract for any suchinstitution or related entities of such institution with which such attorney has disclosed apersonal conflict of interest pursuant to 31 CFR § 31.212, absent obtaining Treasury'sprior consent. In making this determination, the Contractor may rely on the informationobtained pursuant to 31 CFR § 31.212(b), unless the Contractor knows or should haveknown that the information provided is false or inaccurate.

(g) As noted in Section C, it is anticipated that this Contractor may be required toperform transactional work related to one or more institutions. Prior to beginning workon such a matter, the Contractor agrees to negotiate in good faith, and incorporate into thetask order, additional conflicts of interest provisions as the parties deem appropriate.

(h) The Contractor shall include this clause in all subcontracts, consultant agreements,and lower tier subcontracts unless a waiver is requested from, and granted by, theContracting Officer.

(i) The Contractor agrees to provide to Treasury the initial certifications requiredpursuant to 31 C.F.R. §§ 31.211(d), 31.216(b) and 31.217(c)(5) prior to executing anarrangement, and the initial certification pursuant to 31 C.F.R. §§ 31.212(d) with ten (10)days ofexecuting the arrangement.

H.6 PUBLICITY REQUIREMENTS

PUBLICITY REQUIREMENTS. The contractor agrees to submit, within 48 hours ofcontract or task order award, a .pdf file ofthe fully executed contract or order with allproprietary information redacted for the purposes of having the redacted contract madepublic at the sole discretion ofthe Department ofthe Treasury. The contractor shallsupply the point of contact to work directly with the Public Affairs office oftheDepartment of the Treasury.

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PART II -CONTRACT CLAUSES

SECTION I-CONTRACT CLAUSES

1.1 Clauses Incorporated By Reference (FAR 52.252-2) (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force andeffect as ifthey were given in full text. Upon request, the Contracting Officer will maketheir full text available. Also, the full text may be accessed electronically at this Internetaddress: http://www.acquisition.gov/far/

52.202-1

52.203-3

52.203-5

52.203-6

52.203-7

52.203-8

52.203-10

52.203-12

52.204-4

52.204-7

52.204-9

52.209-6

52.215-2

52.215-8

52.215-14

52.216-7

52.216-18

52.216-22

Definitions (JUL 2004)

Gratuities (APR 1984)

Covenant Against Contingent Fees (APR 1984)

Restrictions on Subcontractor Sales to the Government (SEP 2006)

Anti-Kickback Procedures (JUL 1995)

Cancellation, Rescission, andRecovery of Funds for Illegal or ImproperActivity (JAN 1997)

Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)

Limitation on Payments to Influence Certain Federal Transactions (SEP2007)

Printing/Copying Double-Sided on Recycled Paper (AUG 2000)

Central Contractor Registration (APR 2008)

Personal Identity Verification of Contractor Personnel (SEP 2007)

Protecting the Government's Interest when Subcontracting withContractor's Debarred, Suspended, or Proposed for Debarment (SEP 2006)

Audit and Records-Negotiation (JUN 1999)

Order of Precedence -- Uniform Contract Format (OCT 1997)

Integrity of Unit Prices (OCT 1997)

Allowable Cost and Payment (DEC 2002) Fill-in: 30th

Ordering (OCT 1995) Fill-in: "date ofcontract award" to "9/20/2009"

Indefinite Quantity (OCT 1995) Fill-in: contract expiration date plus 6months.

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52.216-29 Time-and-Materials/Labor-Hour Proposal Requirements-Non-commercialItem Acquisition With Adequate Price competition (FEB 2007)

52.219-8 Utilization of Small Business Concerns (MAY 2004)

52.219-9 Small Business Subcontracting Plan (APR 2008)

52.219-16 Liquidated Damages - Subcontracting Plan (JAN 1999)

52.222-3 Convict Labor (JUN 2003)

52.222-21 Prohibition of Segregated Facilities (FEB 1999)

52.222-26 Equal Opportunity (MAR 2007)

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the VietnamEra, and Other Eligible Veterans (SEP 2006)

52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of theVietnam Era, and Other Eligible Veterans (SEP 2006)

52.222-39 Notification ofEmployee Rights Concerning Payment ofUn,on Dues orFees (DEC 2004)

52.222-50 Combating Trafficking in Persons(AUG 2007)

52.223-6 Drug-Free Workplace (MAY 2001)

52.223-17 Affirmative Procurement of EPA-Designated Items in Service andConstruction Contracts

52.224-1 Privacy Act Notification (APR 1984)

52.224-2 Privacy Act (APR 1984)

52.225-13 Restrictions on Certain Foreign Purchases (JUN 2008)

52.227-17 Rights in Data - Special Works (DEC 2007),

52.228-7 Insurance-Liability to Third Persons (MAR 1996)

52.232-1 Payments (APR 1984)

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (FEB 2007)Fill-in: 30th

52.232-8 Discounts for Prompt Payment (FEB 2002)

52.232-17 Interest (JUN 1996)

52.232-18 Availability of Funds (APR 1984)

52.232-23 Assignment ofClaims (JAN 1986)

52.232-25 Prompt Payment (OCT 2003)

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52.232-33Payment by Electronic Funds Transfer - Central Contract Registration(OCT 2003)

52.233-1 Disputes (JUL 2002) - Alternate I (DEC 1991)

52.233-3 Protest After Award (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

52.242-13 Bankruptcy (JUL 1995)

52.243-1 Changes - Fixed Price (AUG 1997)

52.243-3 Changes-Time-and-Materials or Labor-Hours (Sept 2000)

52.244-2 Subcontracts (June 2007)

52.245-1 Government Property (JUN 2007) Alternate I (JUN 2007)

52.245-9 Use and Charges (JUNE 2007)

52.246-20Warranty of Services (MAY 2001) Fill-in:_within 30 days from the date ofacceptance by the Government

52.246-25 Limitation of Liability-Services (FEB 1997)

52.247-63 Preference for U.S.-Flag Air Carriers (JUN 2003)

52.248-1 Value Engineering (FEB 2000)

52.249-2Termination for Convenience of the Government (Fixed Price) (MAY2004)

52.249-6 Termination (Cost-Reimbursement) (May 2004) Alternate IV (Sept 1996).

52.249-8 Default (Fixed Price Supply and Service) (APR 1984)

52.249-14 Excusable Delays (Apr 1984)

1.2 Order Limitations (FAR 52.216-19) (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by

this contract in an amount of less than $100, the Government is not obligated to purchase,

nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-·

(1) Any order for a single item in excess of $2,000,000;

(2) Any order for a combination of items in excess of $2,000,000; or

(3) A series oforders from the same ordering office within 2 days that together call

for quantities exceeding the limitation in paragraph (b)(l) or (2) ofthis section.

(c) If this is a requirements contract {i.e., includes the Requirements clause at

subsection 52.216-21 of the Federal Acquisition Regulation (FAR», the Government is

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not required to order a part of anyone requirement from the Contractor ifthat

requ'irement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor

any order exceeding the maximum order limitations in paragraph (b), unless that order (or

orders) is returned to the ordering office within 2 days after issuance, with written notice

stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from

another source.

(End of clause)

1.3 Option to Extend Services (FAR 52.217-8).As prescribed in 17.208(f), insert a clause substantially the same as the following:

OPTION TO EXTEND SERVICES (Nov 1999)

The Government may require continued performance of any services within the limits

and at the rates specified in the contract. These rates may be adjusted only as a result of

revisions to prevailing labor rates provided by the Secretary of Labor. The option

provision may be exercised more than once, but the total extension of performance

hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by

written notice to the Contractor within 30 days of the contract expiration.

(End of clause)

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PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J: LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

Subcontracting Plan is incorporated into the contract.

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